Exhibit (i)(4)

             [LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]


June 27, 2002

Metropolitan West Funds
11766 Wilshire Boulevard, Suite 1580
Los Angeles, California 90025

Re:      Metropolitan West Funds:  Class I Shares and Class M Shares of
         Metropolitan West High Yield Bond Fund and the Metropolitan West
         Intermediate Bond Fund

Ladies and Gentlemen:

We have acted as counsel to Metropolitan West Funds, a Delaware business trust
(the "Trust"), in connection with the establishment of two new series of shares
of the Trust, the Metropolitan West High Yield Bond Fund and the Metropolitan
West Intermediate Bond Fund (together, the "Funds"), and the issuance of Class I
Shares and Class M Shares of each of the Funds (collectively, the "Shares"),
pursuant to Post-Effective Amendment No. 18 to the Trust's Registration
Statement under the Securities Act of 1933 and Amendment No. 20 of the Trust's
Registration Statement under the Investment Company Act of 1940, filed with the
Securities and Exchange Commission on Form N-1A on April 11, 2002 (the
"Post-Effective Amendment").

In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of all natural persons, and the conformity
to the originals of all records, documents, and instruments submitted to us as
copies. We have based our opinion on the following:

(a)      the Trust's Agreement and Declaration of Trust dated December 9, 1996
         (the "Declaration of Trust"), and the Trust's Certificate of Trust as
         filed with the Secretary of State of Delaware on December 9, 1996,
         certified to us by an officer of the Trust as being true and complete
         and in effect on the date hereof;

(b)      the By-laws of the Trust dated as of December 9, 1996, certified to us
         by an officer of the Trust as being true and complete and in effect on
         the date hereof;

(c)      a certificate of good standing issued by the Secretary of State of
         Delaware for the Trust, dated June 26, 2002;

(d)      resolutions of the sole initial Trustee of the Trust adopted by written
         consent dated March 14, 1997, and resolutions of the Trustees of the
         Trust adopted at a meeting on May 20, 2002 authorizing the
         establishment of the Funds and the issuance of the Shares;



(e)      the Post-Effective Amendment; and

(f)      a certificate of an officer of the Trust as to certain factual matters
         relevant to this opinion.

Our opinion below is limited to the federal law of the United States of America
and the business trust law of the State of Delaware. We are not licensed to
practice law in the State of Delaware, and we have based our opinion below
solely on our review of Chapter 38 of Title 12 of the Delaware Code and the case
law interpreting such Chapter as reported in Delaware Code Annotated. We have
not undertaken a review of other Delaware law or of any administrative or court
decisions in connection with rendering this opinion. We disclaim any opinion as
to any law other than that of the United States of America and the business
trust law of the State of Delaware as described above, and we disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.

Based on the foregoing and our examination of such questions of law as we have
deemed necessary and appropriate for the purpose of this opinion, and assuming
that (i) all of the Shares will be issued and sold for cash at the per-share
public offering price on the date of their issuance in accordance with
statements in the Trust's Prospectus included in the Post-Effective Amendment
and in accordance with the Declaration of Trust, (ii) all consideration for the
Shares will be actually received by the Trust, and (iii) all applicable
securities laws will be complied with, it is our opinion that, when issued and
sold by the Trust, the Shares will be legally issued, fully paid and
nonassessable.

This opinion is rendered to you in connection with the establishment of the
Funds and the issuance of the Shares pursuant to the Post-Effective Amendment
and is solely for your benefit. This opinion may not be relied upon by you for
any other purpose or relied upon by any other person, firm, corporation or other
entity for any purpose, without our prior written consent. We disclaim any
obligation to advise you of any developments in areas covered by this opinion
that occur after the date of this opinion.

We hereby consent to (i) the reference to our firm as Legal Counsel in the
Prospectus included in the Post-Effective Amendment, and (ii) the filing of this
opinion as an exhibit to a further Post-Effective Amendment to the Trust's
Registration Statement filed with the filed with the Securities and Exchange
Commission on Form N-1A.

Very truly yours,


/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP

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